Only Hope Left
by Amber-Fairy
Summary: Pan is a spy for SHIELD but when Loki steals the Teseract and brings war to Earth she must join the Avengers. Once the battle is over and Loki is defeated, why is he still focused on her? Loki/OC Slight AU Rated M for violence in battle scenes
1. Chapter 1

**A/N: This is my first story, I don't usually write the stories that pop into my head but I just had to write this one down. I've only written this chapter so far to see what people will think. My OC is a Mutant since the X-Men are within the Marvel universe, she has similar abilities to wolverine but her body is stronger than a normal human. I hope to draw a picture of her to give people an idea of what she looks like. For now I hope people enjoy this chapter and like they say reviews feed the imagination.**

**Disclaimer: I do not own Marvel or any of the wonderful characters. Apart from my Pan, one moment she's a part of my imagination and next she off saving the world.**

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Pan was running late and Fury would be annoyed she knew. But it served him right she had told him thousands of times before she hated leaving a job half done. For this reason it was curious that he had recalled her and the message had been urgent. Something important had happened whilst she was away and Pan wanted to know more. Currently sat in the jet sent over to retrieve her from Afghanistan where she had been stationed, she relaxed back into her seat. Her clothes were still dusty from her prolonged stay and she didn't even try to dislodge it any more. _They'd better have a new clean uniform ready for me s_he thought absently, the vest top, shorts and boots she had on were now well worn with scuffs all over and the odd tear here and there, _Oh an a hot shower would be perfect right now_.

"ETA 5 minutes" the pilot called. _Good _she thought _soon I can get of this hunk of metal._ There were few things she disliked in this world and flying was one of them. Oh she wasn't afraid and it didn't make her ill, but the thought of being within a metal container which had the ability of exploding just made her uneasy. Standing as her ride flew in to land she steadied herself for touch down, opening the hatch and stepping out. Surveying the deck of the SHIELD air craft carrier it was clear that something was definitely going on, people were scurrying to and from. Not too far from where she stood was a woman with flame red hair and a physique to die for, she headed over to her knowing she would know what was going on.

"Natasha," Pan called out "Long time no see." The woman in question, also known as Black Widow, whipped round a small smile gracing her lips.

"Pan! I didn't know Fury had called you in. You should have called ahead." She replied stepping forward to embrace her friend. Next to her stood two men who seemed curious about the new arrival in front of them. Natasha wasted no time introducing her "Dr Banner, Captain this is Agent Sarah Morgan." turning to Morgan she said "Pan this is Dr Bruce Banner and…"

"Captain Steve Rodgers," Pan interrupted with a smile, holding her hand out to the soldier "I've heard much about you." This brought a look of confusion to the Captains face, but Banner answered first also holding out his hand "Pan? A strange nickname" Pan took it looking the Dr in the eyes allowing him to see her cat like pupils, he frowned _Not what you were expecting Dr?_ she thought, out loud she replied with "Some would say the same for Hulk." Stepping back he winced, bowing his head slightly accepting the comment.

Natasha was quick to interrupt, knowing what her friend was like. "Gentlemen you may want to step inside in a minute, it's going to get a little hard to breath." Morgan watched the confusion spread across their faces as they looked around them. Warning sounds echoed across the deck, soon joined by mechanical groans of hydraulics moving below them. She rolled her eyes at Natasha, who merely smirked. _Why didn't I stay away? It was bad enough inside the jet_. Her attention was drawn back to the two men.

"Is this a submarine?" The Captain asked, walking towards the edge of the deck with the doctor. _Not quite_ Pan thought.

"Really they want to put me in a submerged pressurised metal container?" Banner replied. Watching them reach the edge Morgan knew what they would see, as the massive rotatory engines rose from the water creating impressive whirlpools as they started up. She smirked mirthlessly as they were forced to step back by the wind created by the fully uncovered engines.

"Oh no, this is much worse." Banner corrected, whilst the Captain just looked on in awe.

Leading the way across to the entry hatch Pan watched as jets were quickly strapped down and all unnecessary personnel headed inside. In didn't take long for them to travel through the ship and soon they were on the bridge, it was much as she remembered from her last visit with its conference table, many computer stations and huge glass window spanning the entire front wall. "Home sweet home" Morgan murmured sarcastically as she stepped forward to lean against the metal railing. Banner moved of behind her, whilst the Captain moved towards Fury. Standing at the command station above everyone else, in his customary black trench coat Fury seemed just as powerful as always. Still with a look of awe on his face the Captain reached into his pocket retrieving $10 which he promptly handed to the Director, who merely smirked a little in reply.

Shaking her head she watched Fury walk over to Banner, shaking hands he greeted him "Doctor, thanks for coming."

"Thanks for asking nicely" replying, he then inquired "So how long am I staying?"

"Once we get our hands on the Teseract, you're free to leave."

Watching in interest she followed them as they moved over to where Agent Coulson stood in the area below, who proceeded to explain the process they were using for finding the Teseract. Natasha crouched next to a screen that had Hawkeye's profile open on it causing Pan to frown, Fury had mentioned him being missing. Tuning out as they began to discuss Gamma rays and other such thing she thought on what she knew so far. Nothing had been explained in full as of yet but she knew that the Teseract being stolen was bad, especially after the base that held it had been destroyed.

The Director then spoke up "Agent Romanoff would you show Dr Banner to his Laboratory please." Leading Banner toward the exit Natasha said "You're gonna love it Doc we've got all the toys."

Once they were gone Fury turned to her, his face showing no emotion, _Here we go, time for the lecture_. She was therefore surprised when he opened with "So you completed your mission" it was a statement not a question. She merely inclined her head in assent. "Good, you'll be needed here from now on" he informed her.

"Sir, who took the Teseract?" she inquired knowing he wouldn't tell her otherwise.

"An Asgardian by the name of Loki, from what we can tell he plans to use it for 'world domination'. He also managed to take control of Agent Barton and Professor Selvig" he replied, placing his hands behind his back he moved back over to the central control panels and she moved with him. "Go change into new gear" he ordered after noticing the state of her attire, "Once you're done head back up here."

xxxxxxxxx

It hadn't taken her long to find her temporary quarters, in which she found a fresh uniform and to her pleasure an en-suite bathroom. Soon she had stripped off and was standing under the much appreciated torrent of water. Washing the dirt from her medium brown hair and the rest that had collected on her body she breathed in deeply, finally allowing for her tense muscles to relax. As soon as she was clean and dry she quickly dressed in fresh clothes that consisted of a long sleeved top, shorts, long gloves and knee high combat boots. Fully clothed she stretched in front of the mirror _It's nice to be back in my normal uniform, black suits me better than beige ever did_. Leaving her quarters she quickly made her way back to the bridge, hoping to talk to Coulson. After a month away it would be nice to catch up with her friend. Morgan had liked him from the moment they had met he'd always had this professional yet caring way about him. As she walked she remembered their first meeting.

She had been sat in a London bar enjoying a well-earned drink, after finishing her latest job. It's true her work wasn't pleasant, being a mercenary/assassin never was but she was good at it, not to mention it paid well. She'd heard as soon as he'd entered _Government_ she thought _great just what I need_. Turning her heard to watch his approach she gave him a quick up and down look, he looked to be in his 40's wearing a sharp navy suit and a pair of smart sunglasses _Ah so American Government, that's new_.

He reached her, quickly taking off his sunglasses and placing them inside his jacket, he stopped next to her. "Miss Morgan, I'm Agent Coulson. I would like you come with me so we can talk." Ignoring him for a moment she downed the fresh glass of whiskey she had in her hand.

"And why would I do that?" she replied with little interest, he couldn't hurt her and she doubted he would be able to overpower her.

"We've been watching your activity for some time Miss Morgan and you've become an interest for quite a few organisations in the US. We feel you've too dangerous to be left to your own devices… especially after that business in Moscow" He explained. She smirked _Too dangerous to be left alone? Who was he to stop her?_

"Oh really and who is we?" she questioned turning toward him fully, so she could look him in the eyes. He met her gaze easily, his face staying free of emotion. Frowning she thought _odd, not surprised_.

"I work for S.H.E.I.L.D. and we know all about you and your… gifts" he clarified, "Now are you going to come with me willingly or will I have to force you?" This made Morgan laugh out loud, _him_ force _her_? She smirked at him, standing so that she stood in his personal space Morgan gave her reply "I very much doubt you could."

"I wouldn't be so sure of that, our government has had dealings with others like you. We've had time to come up with solutions for your containment." his reply was smooth and he seemed unfazed by her close proximity. Keeping her face unreadable Morgan wondered _Others? _This was not what she expected, no one had ever been able to contain her, let alone force her to do something she didn't want to. The next sentence she heard him say was the one that may have sealed her fate in some way, "Come work for us Miss Morgan. You don't want to be locked in a small cell for the rest of your life do you?" She sighed, _a new job then, that's what he's offering_. Calling for another drink she turned to the bar and downed it in one, throwing down enough notes to cover the tab she had filled up. _Wont' be coming back here for a while I feel_.

Turning back to the Agent in front of her she motioned for him to lead the way gaining her a small smile "Good choice Miss Morgan."

"Oh stop calling me that it's way too formal" was her reply as they stepped outside and toward the black car waiting for them. He frowned asking as he opened the door for her "What should I call you then?"

Smirking as she paused before getting into the car "It's Pandora, or Pan to my friends."


	2. Chapter 2

**A/N: Wow I didn't expect reviews so quickly, thank you very much for the support. I know I should have left uploading this till tomorrow and I probably won't upload new chapters _this _quickly all the time but I've had an inspired day. So read on and I hope you enjoy.**

******Disclaimer: I do not own Marvel or any of the wonderful characters. Apart from my Pan, one moment she's a part of my imagination and next she off saving the world.**

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All was calm as Pan stepped onto to bridge, computers hummed as the numerous SHELD agents worked at their consoles. It was one agent in particular Pan was looking for and she spotted him across the room. Agent Coulson was observing one individual's work and he was doing a fine job of making the employee nervous, _at least it makes them work hard_ Pan laughed mentally. As she approached Coulson she passed Agent Hill to whom she nodded a greeting. Pan had an odd relationship with Maria Hill, they weren't quite friends but they didn't dislike each other either. Pan often believed them to share a mutual respect, as she wouldn't do half the things Maria did for Fury _far too boring a job _and Maria seemed wary of Pan, with good reason of course. So they kept to themselves more often than not, only spending time together when work required.

Walking up behind Coulson without making a sound she coughed gently, he was quick to turn around taking in her appearance. She must have looked a state before she had changed because he relaxed once he saw her fresh uniform.

"Your mission was a success I hear" always about the job first, no _"How are you Pan"_ or _"Hope you didn't get hurt too much"_ though the second didn't really apply to her.

"When are my missions any different?" she smirked, raising an eyebrow at him, "How have you been Phil? Managing to keep SHIELD running smoothly?" He smiled to this at least, it was a joke between them now that if it weren't for him SHIELD would fall apart and in some ways it was the truth. He motioned for them to walk over to the walkway in front of the bridge's window, replying as they moved.

"It's been fine in your absence, though this latest development has been…" He paused unable to think of an appropriate word.

"Difficult?" Pan inserted for him. Glancing at her he nodded. They stopped at the glass, both gazing out at the expanse of sky surrounding the ship. He seemed calm on the surface as if it were any other day and there wasn't a Norse God out there with his mind set on taking of the world. But that was Phil Coulson, calm and collected even in the most dangerous of situations. They stood for a while not talking, they were friends yes but that didn't mean they weren't private people and to talk about even the lightest of personal topics in such an open and public place always felt wrong.

"Steve Rodgers is on board you know" this statement made her smile of course he would mention the Captain.

"Yes I met him earlier" was her simple reply.

"Amazing isn't it, to think we'd meet him in person. Such an honour" he had quickly gained that happy look on his face that always seemed to appear when Captain Rodgers came up in conversations.

"He's exactly how I remember him, hasn't aged a day" she looked down as she said this and he must have known where her mind was for he placed a gentle hand on her shoulder. Pan looked up giving him a small smile in thanks. It wasn't Steve Rodgers himself that made her distant it was the darker memories that came from a bloody past to which he was an unfortunate reminder.

The sound of heavy movement behind them made her turn toward the doors as the topic of their conversation entered the room. He didn't have the lightest of steps, not that it mattered she would have heard him anyway. Pan could count on one hand the number of people able to sneak up on her and the Captain certainly was not one of them. He must have been given a minor tour as he seemed to look a little less lost in Pan's eyes, moving away from the window and her friend she headed in his direction.

"Enjoying your time in the air Captain Rodgers?" she gave him a kind smile _might as well be polite_.

"Yes, it's a very… big place" he replied.

"Indeed, I'm sure you'll get used to it, eventually" she chuckled, remembering her first time aboard. Luckily she had a photographic memory so after just a day of exploring the vast ship she had a map set up in her brain, meaning she would never get lost. Unless of course they changed something without her knowing, which was unlikely.

"If I may ask, how long have you been an Agent for SHIELD?" this wasn't a question Pan was expecting but he seemed honestly curious so she saw no harm in an honest reply.

"Only two years, I had other… employers before Fury offered me this job." _it's an honest enough answer_ she thought. He looked at her properly, frowning _he must have noticed my eyes_ she thought with a mental chuckle and they weren't something to go unnoticed, with cat-like pupils surrounded by a deep blue iris how could you not notice.

"And your eyes… they're normal?" his question was as she predicted.

Chuckling out loud this time she looked at him directly, "Yes quite normal… for me. Why? Do you find them odd?" He shuffled awkwardly at this remark.

"No, I… of course not, they're just…" he floundered looking for a way out of the corner she seemed to have backed him into.

"Different" Pan finished for him. He really was a fish out of water,_ that's what 70 years of sleep does to you I suppose._ She wondered would she have been the same had she been in his position. But she brushed the thought aside it was silly, she would have just adapted, it was what she was good at - surviving.

It was at this point that Coulson joined them and she could plainly see the excitement barely concealed in his eyes. So she moved away, leaving her friend alone with his long time hero and sat in one of the conference chairs. Putting her feet up on the table she got comfortable, Fury told her to stay on the bridge so stay she would.

xxxxx

It wasn't long after she had closed her eyes in feigned sleep a call came up from one of the technicians to the left of the room.

"Got a hit, 67% match. Wait cross match 79%" Coulson quickly walked over, all talk of his collection of near mint condition Captain America cards forgotten.

"Location." he ordered.

"Stuttgart, Germany. He's not exactly hiding." replied the tech man.

"Captain, you're up" Fury who had been previously silent called out. Letting out a breath Rodgers moved off, leaving the room to no doubt 'suit up'. Leaning over the table slightly toward the computer screens that showed the cameras Loki had been caught on Pan took a look at the so called God that was causing them so much trouble. She only managed a brief glance but she automatically stored the image to memory for reference later.

Leaning back into her chair once more she closed her eyes, preparing herself to listen to the open comm. link between the team heading out and the bridge. From here she could hear nearly everything that was going on in Germany, it didn't take long for the Captain to arrive and challenge Loki. The surprising intervention of Ironman made things interesting and also made it seemingly easier to apprehend Loki. This made Pan chuckle, _Stark can't keep out of anything 'exciting', though his entrance wasn't bad_ she thought, the ease of Loki's capture however made her wonder what he was planning, especially after Thor's arrival and the ensuing battle between the three 'heroes'.She looked over at Coulson who was still standing over by the railing separating the bridge's two areas he must have felt her gaze as he turned to look at her. She saw the same thought pass through his mind that she had had as well _that was too easy_. She shrugged in reply, not much they could do about it now and they were in need of the information he held.

It was Fury who interrupted their silent conversation, "Agent Morgan, join Dr Banner in his lab. Just in case Loki tries something on the way to his new residence." Smiling slightly at his phrasing she removed her feet from the table and stood with ease.

"You got it boss, though I'm not sure what you want me to do. Just stand in his way?" her reply was sarcastic and Fury merely gave her a dead panned look in return. Though they both knew it wasn't Loki she was talking about.

xxxxx

Banner looked up sharply as Pan entered his lab, surprise flitting across his face for a second. "Agent Morgan what brings you down here? Would Fury like a progress report?" he moved toward one of the screens that hung from the ceiling near the table he was working at.

"Oh no I was merely curious, so I came to take a look at you were working on. Please call me Pan" she smiled sweetly at him as she entered the bright white room. It wasn't huge but there was enough space for a few computers and work surfaces. In her opinion they had gone overboard with the white colour, it was far too bright for her taste though not something her sensitive eyes couldn't adjust to. The windows set into the walls did add a nice touch however, allowing one to see out into the corridor and to the outside of the ship.

He frowned at her as she moved further into the lab, he must have noticed the slight lie but chose not to mention it. Instead he asked about something more mundane "Pan? Is that short for something?"

Looking away from the décor and equipment of the room she gave him her attention. Tilting her head to one side she replied "Yes, its short for Pandora."

He looked at her with a mild look of curiosity, "Pandora? As in, Pandora's box?" She nodded, "A strange choice of name, you don't seem the type to be tricked into unleashing suffering upon all mankind."

Her face remained calm at his remark and her answer was not one he must have expected, "Who said I would have been tricked."

Banner chuckled very lightly at this, turning back to his work "I'm guessing there's a story behind its origin."

"There is" was the only answer she gave in reply. Of course there was a story, wasn't there always? But she was not going to tell him, most of these types of stories were personal and Pan's was no different. They soon fell into a comfortable silence after this, Pan moved to perch on the edge of an unused counter watching the Dr at work and waited for the arrival of their new house guest. He quickly ignored her, continuing on as if she hadn't entered the room and disturbed him.


	3. Chapter 3

**A/N: Wow again, thanks so much for the reviews and support it has definitely encouraged me to write more. I thought I'd get this written and uploaded now as I have exams in a few days that need to be prepared for, so I apologise in advance if I'm slow in uploading after this. Though with Loki and Pan like they are in my head at the moment I** **doubt it'll be too long.**

******Disclaimer: I do not own Marvel or any of the wonderful characters. Apart from my Pan, one moment she's a part of my imagination and next she off saving the world.**

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During the time Pan was sat keeping an eye on Banner she soon became slightly bored, slipping into a pensive mood letting her mind wonder wherever it wished. The first thought to pop into her mind was how 'normal' the Dr seemed, yes he had a cautious air about him but that was understandable. How could such a clever and seemingly gentle man turn into what she had only been told was a monstrous beast? Also how had it happened? Coulson had explained it as a failed attempt to replicate Captain Rodgers' 'improvements' but Pan wasn't so sure. _Why experiment on yourself? _She wondered especially if you were unsure as to the results. This turned her mind to her own origins, but she quickly shook herself out of those thoughts, they would take her nowhere good.

It was at that moment she heard the sound of many footfalls from the corridor heading in their direction, _so the team finally got back _she thought jumping lightly off the counter to stand next to it. She readied herself, as much as she could, for what might happen next, yet leaned back to rest against what had been her seat. _No need to seem a threat, better if I'm not noticed at all really_ she decided crossing her arms in front of her chest.

Pan was then allowed her first proper look at the God of Mischief as he came into view. He was not what she expected, the image she had seen on the screen before certainly didn't do him justice. The way he held himself screamed power and arrogance in her mind no one could argue who was in charge in his situation, even if he was surrounded by guards. _So he definitely wants to be here then_ she mused. Continuing to observe him as he moved past the window he looked into the lab, turning his head to look directly at Banner with a smile that promised trouble. Pan still concentrating on Loki could see the Dr's reaction in her peripheral vision, he removed his glasses and rubbed the bridge of his nose not looking happy about Loki's presence at all.

As Loki's gaze swept back to look where he was going, it landed on her. Pan felt like she was being dissected, that all her secrets were on show and she did not enjoy the feeling. Loki cocked his head to one side seemingly intrigued by her presence though his smile did not falter. Refusing to show her discomfort Pan merely replied with a raised eyebrow and blank expression. Their shared moment didn't last long as he had soon moved on, the guards not letting him stop on their way to his cell. _Well so much for going unnoticed_ she sighed.

"Right, I'm off," Pan announced suddenly "Keep up the good work Dr and I hope I wasn't too distracting for you." Moving away, toward the door which opened for her with a smooth hiss, she gave him a quick wave over her shoulder.

xxxxx

Pan knew where Fury would be, explaining Loki's new home to him and how his captivity was going to work. She also knew how to observe this interaction directly without being seen and she wasn't going to just use the monitors on the bridge. After leaving Banner's lab she quickly travelled through the corridors coming to a certain point in particular situated near the room in which Loki was being held. With a quick check for people nearby Pan leapt upwards grabbing hold of a ceiling grate, lifting her body slightly with her arms she dropped her weight on one side of it successfully pulling it open. Swinging her body up once more Pan quietly slipped into the ventilation shaft feet first, closing the hatch behind her. It didn't take too long to reach the room containing Fury's specially designed prison. Once there she sat silently by the grate in the wall watching as Loki was guided into his glass cage the door sliding shut behind him. Pan observed from her hiding place as Fury entered the room circling Loki on the cat walk surrounding his cell until he reached the console that controlled it.

"Just so we're clear, you try to escape," he pressed a button on the panel in front of him "You so much as scratch that glass," the floor underneath the cell opened up with a rush of air. Loki moved to the edge looking down through the glass into the open space below, that Pan knew ended in a very dangerous drop for the person in Loki's position.

"30,000ft straight down in a steel trap, you get how that works," Fury explained pressing more controls closing the massive trap door in the floor below. Raising both hands to gesture to Loki he said "Ant…" moving to gesture to the controls he then said "Boot." This caused Pan to smile, even when serious Fury could be amusing.

This also caused their prisoner to laugh as he backed away from the glass into the centre of his new space. "It's an impressive cage," he replied raising his arms from his sides, he then gestured to himself "Not built I think, for me."

"Built for something a lot stronger, than you." Fury's explanation caused Pan to wonder _I'm curious to see if that's true_ she knew it would be a bad occurrence however if her curiosity was sated.

"Oh I've heard" Loki turned to the CCTV camera on his left knowing the others were watching "A mindless beast who makes play he's still a man. How desperate are you? You call on such lost creatures to defend you."

"How desperate am I?" Fury was not pleased with Loki's question and he approached the glass "You threaten my world with war. You steal a force you can't hope to control, you talk about peace and you kill cause' it's fun. You have made me very desperate. You might not be glad that you did." That was true Fury could live up to his name, though Pan had only seen it on a couple of occasions.

Loki winced letting out a breath in an almost sarcastic manner, "It burns you to have come so close. To have the Teseract, to have power, unlimited power." stepping back further into his cell, Loki seemed quite comfortable "And for what?" Smiling once more he turned to the camera "A warm light for all mankind to share? And then to be reminded what real power is" he turned back to Fury, each of them trying to intimidate the other.

Fury merely smirked at this turning away from the glass and the God it contained, "Well, let me know if real power wants a magazine or something." This amused Pan again _always have to have the final word, don't you Fury_.

She wasn't planning on staying after the conversation had finished, knowing that Fury would want her back on the bridge to discuss the little information they had. But she paused watching Loki for a moment longer, sat where she was the grate obscured her view so she still couldn't get a good look at him. Letting out a quiet breath she prepared to leave until she was interrupted.

"Spying on your own people? Or are you here to keep me company?" Loki's sharp words rang out within the room bringing Pan up short. _How did he know she was here? She had been silent hadn't she?_ Knowing she shouldn't be there in the first place she moved to leave anyway, but something stopped her. He was their enemy wasn't he? Shouldn't she study him as much as she could? SHIELD would end up fighting him at some point in the future and they needed to know everything they could. It didn't help that she was curious too and once her curiosity had been piqued there was little she could do to stop herself.

Sighing gently she removed the grating in front of her with an easy push that most people wouldn't be able to achieve. Stepping out of her hiding space she replaced the cover, noting mentally that she would have to get maintenance to repair it later. Pan jumped down from the ledge to the metal walkway below, landing in a graceful crouch. Standing she raised her eyes toward the captured man before her, now able to get a better look at him from directly outside his cell. He was a tall man standing about 6 inches above Pan and he had a slim figure, though she knew he was most likely well muscle underneath his armour. This was made up of a long leather coat with a green lining, his undershirt was also green. Pan noted his whole outfit was a mix of green and black, the metal bracers and shoulder guards turned into a true warrior's uniform. His pale skin and black slicked back hair completed the picture making him look truly dangerous and charming.

He stood still as her eyes raked over his appearance, she must have taken to long for he raised his arms outward and broke the silence of the room "Would you like me to twirl?" a smirk danced across his face. Her eyes snapped back to his at this remark causing her to remember once more that she wasn't supposed to be there. Realising she had gotten her closer look Pan turned toward the exit, meaning to leaving.

Loki dropped his hands to his sides at her movement a look of amused apology gracing his features. "Oh come now do not leave quite yet," this caused her to pause looking back to him her face remaining free of emotion. "It seems rude that you know my name and yet you have not introduced yourself to me."

He must have been hoping to get some kind of response from her be it a verbal reply or an emotional expression, for when she showed him nothing he frowned. Stepping closer to the glass he took in her appearance as she had his, once more making her feel uncomfortable as he had in the lab. She shifted slightly moving back to the glass again, cocking her head to one side they observed each other.

Pan's reply to his statement surprised her, as she hadn't meant to speak to him, "My name is Pandora." Why she gave him this name and not Sarah she didn't know, it just felt right she supposed.

"Pandora" Loki smiled lightly at her words it was almost a whisper as if he were trying out the word in his mouth. "What brings you here then Pandora, hiding from your master as you were?" The way her name rolled off his tongue distracted her for a moment and that was all it took for him to notice, his smile got wider.

"Studying the enemy," was her simple explanation "And Fury isn't my master. He's just the guy that pays me money." Loki chuckled at this seeming to find her very amusing and it was beginning to annoying her.

He looked like he was about to say something else but Pan knew she had lingered too long. Turning to leave once more she headed toward the exit, throwing a comment over her shoulder as she left "Enjoy your new accommodations Loki Laufeyson, I hope it isn't too uncomfortable." _Fury isn't the only one who can have the last word_ she mused as she left. As soon as it had popped into her head she felt his gaze burning into her back and of course lower areas, somehow proving her thought wrong.


	4. Chapter 4

**A/N: So here's chapter 4 (again) sorry for the change in chapter but I had a lovely review saying that Pan didn't seem involved enough in the scenes and I agreed with them. So I've gone back and edited it, I hope you enjoy reading it. Once again thanks for all of the reviews and subscribes they're really motivating, and help me to keep writing.  
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**For a look at what Pan looks like in my head there's a link on my profile to my Deviantart picture of her.**

**Disclaimer: I do not own Marvel or any of the wonderful characters. Apart from my Pan, one moment she's a part of my imagination and next she's off saving the world.**

* * *

Even after leaving Loki behind she could still feel his lingering gaze on her body as she headed swiftly to the bridge. Normally approaching a prisoner didn't affect her no matter who they were, but something about Loki had thrown her and made her feel… Well she couldn't describe the feeling, it was odd almost as if he wasn't a threat. He was their enemy and she understood this very clearly, especially after all he had done. So why was he so charming? Usually she went unaffected, what made him different? _He is a God of mischief I suppose_. Shaking her head at the strange encounter, Pan picked up her pace and pushed her thoughts on the matter to the back of her mind.

It was fortunate that she happened to run into Coulson and Tony Stark on the way, so her lack of presence wouldn't be questioned too much. So far he was the only one of the possible Avengers she had yet to meet in person. The press definitely did him justice and he came across to her as the arrogant, billionaire they depicted. Yet there was something in his expression beneath the self-confidence that suggested he at least cared about the events that were happening. She soon caught up to them and slowed to match their pace as she walked at her friend's side.

"Pan" Coulson's greeting was simple as he nodding to her. Tony noticed her presence and the easy communication between the two. Acting as if he felt left out Stark promptly lent in front of Coulson whilst still walking, offering Pan his hand and what could only be described as a 'million dollar' smile.

"Tony Stark, I haven't seen you around" he introduced himself smoothly.

"Pandora and no you haven't" came her quick reply as she shook his hand in a firm but quick greeting.

"Will you be working closely with our little team?" the question was asked in such a way that it could be taken in so many different ways. Pan decided to answer it simply and as if no hidden meanings had been sent her way.

"I'm a SHIELD Agent you'll see me as much as you would Agent Romanoff or Hill" with this remark she looked at him with what she liked to think was a 'Coulson look'. Tony took this in his stride and gave her a sceptical look.

"Well you don't look like another one of Fury's lackeys Pan. What kind of name is that anyway? Pan?" his response surprised her but in a good way. She most definitely wasn't a 'lackey' as he so delicately put it and would most likely put anyone who said so on the floor for believing it.

Their small verbal sparring match was soon interrupted as they stepped onto the bridge, where everyone had gathered. The main attendants were; Agent Hill, Natasha, Dr Banner, the good Captain and a tall muscled blond man whom she had not met yet. From his clothing, which was similar to Loki's, she guessed this was his brother Thor _two Gods in one day, well aren't we a lucky bunch_.

"Iridium, what do they need the Iridium for?" Banner asked, as they entered the room.

"It's a stabilising agent" Stark jumped straight into the conversation as if he had been there the whole time, only pausing to mention something about flying Coulson somewhere. Pan decided to ignore this as she moved passed Thor to lean against the railing to the left of the main controls, as she did so Coulson moved off to another part of the room leaving them to it.

"It means the portal won't collapse in on itself like it did at SHIELD," Stark explained putting his hands into his pockets as he moved toward the central controls. Passing Thor he raised his hand "Pan have you met Thor yet? He's got a mean swing" he then proceeded to hit Thor on the arm with the back of his hand as if to prove his point. This brought everyone's attention to her, including the God's who politely held out his hand in greeting.

"Thor," she said with a nod "You seem quite different to your brother."

"We have grown apart as of late" his answer was defensive, showing Pan his feelings in regards to Loki. Releasing his hand she stepped back with a gentle nod of understanding, she had never been close to her family so she knew what a pain they could be.

"Loki's adopted, you missed that bit" Natasha's input was mostly in jest. Though it told Pan that Thor must have said something to her earlier the assassin didn't care for.

"Also. It means the portal can open as wide and stay open as long as Loki wants" Stark interrupted them obviously wanting to carry on with his little explanation, she merely stepped back to lean against the railing again. _Well Hill isn't impressed by Starks' attitude _Pan decided crossing her arms, as she watched the Agents expression change to a look of impatience as the billionaire began to talk again.

"Er raise the mizzen mast, ship the topsails" most people in the room turned to look at him with a look of confusion, unanimously asking _what is he talking about?_ It was soon explained but his next statement as he pointed to someone across the room, "That man is playing Galaga. He thought we wouldn't notice, but we did." Pan smirked at this knowing full well how bored some of the crew could get whilst on shift.

Starks next action, which amused Pan further was to raise a confused hand to his left eye looking from the left console and then to the right. Gesturing to the screens he asked "How does Fury even see these?"

"He turns" came Hill's short reply.

"Sounds exhausting. The rest of the raw materials Agent Barton could get his hands on pretty easily. Only major component he still needs is a power source of a high energy density, something to kick-start the cube" during this explanation Stark pressed a few buttons on the control panels and just as he turned away from them his hand brushed the underside of the left hand screen. _Strange_ Pan frowned at this movement however no one else had noticed anything so she stayed silent.

"When did you become an expert in Thermo-nuclear astrophysics?" Agent Hill didn't bother to hide her scepticism.

"Last night," Stark replied smoothly "The packet, Selvig's notes, the Extraction Theory's papers. Am I the only one who did the reading?" he asked in mock annoyance. Captain Rodgers was quick to interrupt.

"Does Loki need any particular kind of power source?"

"He'd have to heat the cube to 100 million kelvin just to break through the cool loom barrier" Banner input as he continued to pace fidgeting with his glasses.

"Unless Selvig has figured out how to stabilise the quantum tunnelling affect" Stark joined in, approaching the Doctor.

"Well if he could do that, he could achieve heavy ion fusion at any reactor on the planet."

"Finally, someone who speaks English" Stark gestured to Banner.

"Is that just what happened?" Pan chuckled at the Captain's comment, she too was having a little trouble keeping up, she was clever but not that clever. Tony and Banner shook hands, their first proper greeting.

"'Scientist's English' Captain, a whole other language" she said for Captain Rodgers with a smile. When Stark looked at her with a raised eyebrow she merely smiled a little more sweetly in reply.

"It's good to meet you Dr Banner. Your work on anti-electron collisions is unparalleled and I'm a huge fan of the way you lose control and turn into an enormous green rage monster." Tony's complement once again had a 'Stark' spin on it and Pan decided that she liked the man greatly. Just the way he acted around everyone was light and amusing, in her opinion people were way too uptight around here.

"Thanks" Banner's response was automatic but Pan could tell he wasn't quite sure what to make of the strange complement he'd been given. It was then Fury's time to enter the conversation.

"Dr Banner is only here to track the cube, I was hoping you might join him."

"Might want to start with that stick of his, it maybe magical but it works a lot like a Hydra weapon." Rodgers comment made Pan take notice, it was a fair point and she knew what he meant both were connected to the Teseract and seemed to conduct the same energy.

"I dunno about that, but it is powered by the cube. And I'd like to know how Loki used to it turn two of the sharpest men I know into his personal flying monkeys."

"Monkeys? I do not understand" this was the first thing Pan had heard him say as he looked confused, _so God's don't know everything_.

"I do" Rodgers said pointing at Thor, Stark sighed and rolled his eyes Pan merely winced for the Captain's sake "I understood that reference."

"Shall we play Doctor?" Stark asked as he turned back to Banner, who gestured to the door and motioned for him to lead the way.

Pan turned from them as they left and as she swept her eyes across the room she was drawn to one member of the crew who looked over their shoulder before bringing up the Galaga game Stark mentioned early. This caused Pan to chuckle once more _maybe being back isn't so bad, it's definitely more entertaining than my previous assignment_.

xxxxx

The rest of their merry team had soon moved away from the conference table, Thor going to join Coulson across the room, Agent Hill went back to her post, Natasha left giving Pan a small smile as she passed and Fury slipped away to do whatever it was he did. The Captain was the only one left and looked as if he too was going to leave. His passing comment about Hydra came to the front of Pan's mind and she moved toward him.

"Captain, I was wondering if you would like a tour of the hanger bay" it was the first question to pop into her head and she needed an excuse to get him alone so they could talk without the others hearing.

He seemed confused by her sudden offer but accepted with a quick nod, motioning for her to lead the way.

xxxxx

She did take him on a tour, showing him the planes they had and explaining their specifications to him as he listened actually interested in what she were saying. It was when they had nearly reached the end of the hanger bay where there was a limited number of personnel present that he turned to her with a serious look. Stopping as well she turned to face him refusing to say anything first.

"I may have been asleep for 70 years, but I'm not oblivious. What is it you really wanted to talk to me about Miss Pan?" His question was direct and to the point.

"Please call me Pan" She stalled for time. Taking a deep breath she said quietly "Cut off one head and two more shall take its place." His expression quickly changed to shock and then confusion.

"Hydra, but why?" He looked at her begging an explanation.

"When I said I'd heard a lot about you I wasn't lying. I have but not how you would think." He still looked confused not quite understanding. Pan sighed knowing she would have to start from the beginning.

"I was born in 1925," that got her a look of shock and he went to say something but she held up her hand to stop him "Most people don't ask what makes me special to SHIELD so they don't know that I'm a Mutant, I'm guessing you caught up on that topic of News?" she asked making sure he knew what she was going on about before continuing, he nodded.

"Well I am and my powers grant me a longer life than most would get and they also make me a fantastic spy. So when the British government found out amount my skills they recruited me into the War effort when I was 17. It got me off the streets I suppose. Over my employment with them I ended up on a British task force that had a similar objective as yours; find out what Hydra was doing, rescue any of our men held captive and shut them down. Unfortunately, at this point in the war Britain was stretched thin so we weren't able to achieve as much as you, but I did see some of your operations in action and was very impressed by your work." As she finished her explanation she smiled at him, it was true at the time she had been in awe of him _even if he was a Yankee_. For a while he didn't say anything and neither did she, he obviously needed a moment to process the information. So his next statement made her laugh loudly.

"You're British?"

"Yes, though I've been all over the world now so my accent is a little mixed up" she shrugged, glad he seemed to have taken it so well.

"Wow, just wow. So you're what over 80 years old?" she nodded "May I say that you don't look a day over 25." This made her smile, she wasn't too vain but it was true she was one lucky woman. Most women today would die for looks like hers at her age.

"Thanks Captain, may I say the same goes for you too. You haven't aged a day since I saw you in 1942." She meant this as a complement but his wince told her it was still a sore topic for him, he did smile nonetheless giving her a nod in thanks. They began to walk again, the main reason she had brought him here out of the way.

"Mutant huh? So how does that work? You don't look like one. No offense" this question was expected and the added 'no offense' was a nicety not everyone used.

"None taken" she said with a small laugh "Not all mutations are visible, for instance mental or psychic abilities don't generally show up physically. Mine is the same and only becomes known to others when I need to use it" she explained this as simply as she could though not revealing her power to him, an old habit for those who knew could exploit her if they wished and were powerful enough.

"Ah okay, I only know what I do on mutants from the news and most of the time that information isn't good" he seemed almost apologetic for this even though it wasn't something he could control.

"We're not exactly getting good press lately but that's something to be sorted out by the government, let's just hope they're fair in their judgement" Pan tried not to seem bitter, but when it came to this subject how could she not. Humans could be dumb sometimes and always feared what they didn't understand. She just hoped that war didn't break out upon the mutant communities it could tear the world apart and in some cases literally.

Even after this thought she was feeling a lot lighter now that she had finally told him of their loosely shared past, they walked the remaining length of the hanger slowly. Her admittance seemed to have brought them closer as they chatted about numerous things from before he went into the ice, even speaking about the war for a time but not for long and not on topics too painful. It wasn't long before they had reached the entrance to the hanger bay and they paused smiling at one another.

"Thank you for telling me this Pan, it's nice to know there's someone who understands where or should I say _when_ I come from" he told her.

"No problem Captain." she said still smiling.

"Please call me Steve." he interrupted holding his hand out to her.

Accepting it she nodded and corrected her statement "No problem, Steve" they then left the hanger bay and talk of the war behind.

"Oh Steve, if you ever need to talk" she gave offer to him, not sure why but it seemed right. He merely turned his head nodding to her in either acceptance or understanding. As they walked in the direction of Banner's lab she glanced at him her mind feeling just a little bit lighter _who would have thought it a problem shared really is halved… well at least it becomes easier to bear._

xxxxx

As they stepped into the lab the sound of an electric shock and Banners' sharp "Ow" interrupted their conversation. Steve quickly moved toward Stark.

"Are you nuts?" he asked angrily. Tony merely glanced at him, turning back to the Dr with a quiet "You really have got a lid on it. What's your secret mellow jazz? Bongo drums?"

Pan wondered over quietly to watch the quarrel that was bound to happen, noticing that it wasn't just Agent Hill who had a problem with Tony Stark. They were positioned around a counter that held Loki's sceptre and in Pan's eyes it was beautiful. Made from gold and silver-like metals, which she guessed weren't found on Earth. Its sharp bladed end contained the otherworldly jewel which must have been connected to the Teseract and held the power which had overthrown Selvig and Hawkeyes' minds.

"Is everything a joke to you?" Steve said not letting this go, as Pan turned back to the three men.

"Funny things" Stark replied smoothly pointing at Steve with the tool he'd zapped Banner with.

"The safety of everyone on this ship isn't funny. No offence Doctor" he gave Stark a harsh look and Banner an apologetic one, as Stark held up his hands in mock surrender.

"No, it's alright. I wouldn't have come aboard if I couldn't handle pointy things" the Dr said as he worked at the console in front of him.

"You're tip-toeing big man" Stark told him as he once again used the tool in his hand to gesture this time toward the Doctor. "You need to strut."

"And you need to focus on the problem Mr Stark" Steve interrupted as if worried he would try something else on Banner.

"You think I'm not. Why did Fury call us and why now why not before? What isn't he telling us? Can't do the equation unless I have all the variables" he confronted Steve, as he casually opened a silver packet which Pan could tell were blueberries from the smell.

"You think Fury's hiding something" the Captain looked sceptical.

"He's a spy. Captain he's _The _spy. His secrets have secrets" he made Pan chuckle again, bringing their attention to her.

"It's true, he always has something hidden up his sleeve" she explained with a shrug, her comment was met by Stark with a small smile, but from Steve she gained a slight frown.

"Thank you. Its bugging him too, isn't it." Stark carried on waving toward Banner.

"I… errr… I just want to finish my work here" he seemed flustered not wanting to get involved.

"Doctor?" Steve asked frowning at his actions. Looking around at them, Banner removed his glasses with a sigh.

"A warm light for all mankind, Loki's jab at Fury about the cube" he started.

"I heard it" Steve replied.

"Well I think that was meant for you" as Banner said this he pointed at Stark, who answered with an offer from his packet of fruit. Taking a handful the Dr continued "Even if Barton didn't tell him, it was still all over the news." This Pan knew little about, she had tried to keep up with the goings on of America whilst on her mission but it was difficult.

"Stark Tower? That big ugly… building in New York?" Steve clarified pausing as he insulted the building in front of its designer.

"It's powered by an ARC reactor self-sustaining energy source. That building will run itself for what, a year?" Banner explained.

"It's just the prototype" Stark replied "I'm kinda the only name in clean energy right now, is what he's getting at." He looked at Steve and then Pan as he said this.

"So why did SHIELD bring him in on the Teseract project? What are they doing in the energy business in the first place?" Banner continued.

"I should probably look into that once my decryption program finished breaking into all of SEILD's secure files" Stark said this as he moved around behind Banner to stand in front of the Captain, getting a small pad out of his pocket.

"Sorry did you say…" Steve seemed shocked by Starks confession.

"JARVIS has been running it since I hit the bridge. Soon I'll know every dirty secret SHIELD has ever tried to hide, blueberry?" as soon as Stark said this it clicked in Pan's mind.

"So that's what you did, I was wondering about that" her comment was quiet and gained an approving look from Stark, who obviously thought his bugging of the bridge computers had gone unnoticed.

"Quite observant aren't you" he said this leaning around Steve to look at her properly.

"And yet you're confused why they didn't want you around" Steve ignored Pan's comment and Starks offer of fruit.

"An intelligence organisation that fears intelligence. Historically not awesome" Stark hit back at the Captain's retort.

"I think Loki's trying to wind us up. This is a man who means to start a war and if we don't stay focused he'll succeed. We have orders, we should follow them." Pan agreed with the first part of Steve's sentence, Loki was messing with them and to what end she didn't know but watching them it was obviously starting to work.

"He's right about Loki, he's been manipulating all of this since he arrived on Earth" they must have agreed with her, also understanding the balance of power and how most of it was in Loki's hands right now.

"That's true yes, but following's never really been my style" was Stark's smooth reply.

"And you're all about style, aren't you" Steve was getting annoyed now _he definitely isn't one of Stark's fans._

"Out of the people in this room which one is a) wearing a spangley outfit and b) not of use" this was said with a mocking air to it and seemed only for the purpose of annoying the super soldier further.

"Steve, don't tell me none of this smells a little funky to you?" Banner interrupted in agreement with Stark.

"Just find the cube" was all he could say as he turned to leave giving Pan a look that told her he was also annoyed at how she had sided with Stark. Shaking her head at his reaction she decided to stay and let him work this out for himself

After he'd gone Stark turned to her with a small smile, holding out his hand to her he shook the packet he held "Blueberry?" Chuckling once more at his actions she accepted, taking a handful of them for herself.


	5. Chapter 5

A/N: Wow do I feel bad leaving this story for so long and after so many people liked it. All I can do is apologise and offer this gift of peace in the form of a new chapter. It may not be as long as I hoped but it shan't be the last, I do plan on finishing this story. So on with the story and don't forget to review I do appreciate the comments and ideas, flames are passed immediately onto my pet dragon who eats them very quickly :P

Disclaimer: I own nothing of the avengers all of it is Marvels, but Pan is mine. Oh and if Loki does go on sale would someone tell me? Please?

* * *

The lab seemed a lot calmer now that Captain Rodgers had left, with the two scientists smoothly going back to their work. Tony Stark gave her a side long glance as Pan wondered closer to the table which held Loki's powerful sceptre. The blue light emanating from its crystal pulsed gently as if it were a sentient being, Pan couldn't take her eyes off it she was completely enthralled. So far that she couldn't hear the comments passing back and forth between the others stood so near to her. Her hand reached out toward it of its own accord as her mind left the room back to so many years ago relieving the horror of that final battle with Hydra's forces.

_There were so many others running alongside her the majority American soldiers with cries on their lips ready for battle, she could clearly make out the members of her British task force mixed in with the rest as they went to engage the enemy. They came suddenly, seemingly from nowhere, bright flashes of blue light some would have said they were beautiful, however Pan knew what came next. Turning her head to track the path of the nearest beam she knew what to expect she'd read the reports, but nothing could have prepared her for this. The man running directly to her left exploded almost instantly his scream cut short. Quickly men all around her were dying in one of the harshest manners Pan had ever seen, her eyes widened as she began to feel sick the noxious smell of burnt flesh entering her nose. It was all she could do to not gag and keep her feet moving toward her intended target, her brain trying to shut out the noises of the battlefield…_

"Pan?" Banner's gentle question brought Pan back to herself but her unwanted memory echoed in the front of her mind, the phantom smell of that day still clogging her senses. "Are you alright?"

Noticing where her hand was she sharply withdrew it nervously rubbing it on her shorts as if to remove some lingering feeling. "Yes, quite fine." Her reply was quick as she tried to quell her emotions. Looking between the two scientists, she could plainly see their expressions of curiosity and worry. Needing to leave the room and get away from the weapon in front of her she excused herself with a quick apology, striding hurriedly from the room.

Once she had left the presence of the sceptre and the company of the others Pan leaned against the wall down the corridor from the lab. _Get a grip woman! Hydra are gone and their weapons with them. _Shaking her head and wiping a hand over her face she pushed off from where she had leant, composing herself as another member of SHEILD entered the corridor. Deciding on what to do next she moved off having no real reason for which direction she chose to take.

xxxxx

Without any real plan of action Pan found that she was wondering the helicarrier in a sort of daze, that was until she nearly bumped into someone, a brightly red headed someone. Natasha must have seen that she was pretty rattled for she stopped in front of her friend quickly taking in her appearance.

"Hey there, are you okay?" to anyone else Natasha's caring question would seem odd coming from the assassin but Pan was one of her closet friends (second to Barton of course) and knew how loyal the Russian was.

"Yeah I'm alright, being back and with all that's happened it must have just gotten to me" her reply came with a sigh and a small reassuring smile, "How are you holding up? Any luck on finding Barton?"

This seemed like the wrong question entirely and even though it efficiently distracted the other woman her expression turned neutral, "No not yet, but we'll find something eventually."

"Of course, don't give up eh?" this came with another smile meant to comfort Natasha, Barton was Pan's friend too but they had been through a very small amount together compared to the other two Agents. Pausing to take stock of where she was Pan realised that she must have unconsciously wondered close to Loki's cell. This caused an internal frown whilst her facial expression stayed placid, Natasha Romanoff was excellent at reading people. She seemed to be drawn to their guest or perhaps it was just a coincidence. Focusing once again on her friend and away from her thoughts she asked "Heading to question Loki?" it was an easy enough guess.

"Yeah, Fury wants to know what he's planning. Thought I'd take the Barton angle see what I can get out of him." Natasha answered opening freely giving over the information.

"Sounds good, if you don't get anything give me a call I'm sure I can make him talk." A similar smirk crossed both their lips as Natasha began to walk away, Pan watching her back as the other moved down the corridor.

"I'm sure he'd talk for you, but I doubt you would get anything useful." Pan scoffed at that she was more than apt at interrogation maybe not as good as the Black Widow but still pretty good. With a shake of her head Pan moved off in the direction she had been going, she was tempted to watch her friend go to work and then maybe have another talk with Loki herself but she knew that she should probably wait.

Having already realised where she was Pan also realised how tired she was, having not slept on her trip over and having gained no rest since arriving she probably should have gone to her quarters for a nap. She was quick to disregard this option she could be needed at any time, who knew when the Godly prisoner they held would make his move. So with an increased feeling of restlessness she heading off in the direction of the bridge, hoping to find a distraction not really minding in what form it would come.

xxxxx

Stepping onto the bridge to find it still the same hub of activity as a few hours ago she began to wonder down the centre walkway making her way to stand in front of the impressive window the room sported. Pan sighed for what felt like the hundredth time that day, after having returned from her mission things had been interesting and something in the pit of her stomach told her it would only get worse. All they could do for now was wait as the technicians searched for Barton and Selvig, Banner and Stark for the Teseract and Natasha talked Loki out of information. For the first time in a while she was beginning to feel somewhat useless.

It wasn't long into her time of private reflection that the quiet was broken by two sets of footfalls behind her, knowing one instantly to be Coulson she turned wishing to find out to whom the other set belonged. She received the answer quickly as the rich and powerful tones of one blond Asgardian echoed across the bridge deck.

"We on Asgard pretend that we are more advanced, but we, we come here battling like Bilgesnipe." Thor's reference would have been more effective had it made any sense to humans, which it didn't unless SHIELD had found one of these 'Bilgesnipes' and not informed anyone, whatever they were.

"Like what?" Coulson's confused answer enlightened Thor to their ignorance.

"The Bilgesnipe, you know; huge, scaly, big antlers. You don't have those?" Thor seemed truly interested as if he assumed that Earth would have the same animals and monsters as Asgard, the home of the Gods. This caused Pan to chuckle slightly and still looking at them over her shoulder she replied with an amused expression "Nope don't think so, but they sound interesting."

"They are repulsive, and they trample everything in their path." This was directed at her as they approached where she was standing.

"Of course they do" her comment was mostly to herself, turning back to face the dark glass she settled into a relaxed stance her hands behind her back as she waited for them to reach her. They soon came to stand either side of her and turning her head toward her friend first she greeted him with a curt nod which was instantly returned. To greet the large, powerful man to her right however Pan decided to continue their conversation.

"Settling back in now that you've returned to Earth?" The question was polite, coming with a gentle smile and Pan hoped that it would allow them to speak openly.

"Yes thank you, however I only wished it were under better circumstances" Thor replied solemnly.

"Well I for one am glad you're here, something gives me the feeling we're going to need you in order to control your brother." Pan wished to reassure him on the topic, but the words she spoke were the truth, who better than a god to stop another god.

"I do not believe that we will be able to control him, even with my presence." With this remark he stepped up to the glass in front of them and placing one arm on its' surface he leant forward. "When I first came to Earth Loki's rage followed me and your people paid the price and now again." Thor's face only showed regret and in this moment it was obvious to Pan that he blamed only himself.

"With everyone's help we'll be able to stop him" This surprisingly came from Coulson and Pan didn't fail to notice the stress he placed on the word 'everyone'. _I knew I'd been called in for a reason, but to help bring down Loki? _It seemed farfetched she may have her gifts but she was in no way as heavily trained as Natasha or Barton, Fury wouldn't want her on the task force for this, surely.

"Well if it comes to war we'll fight to the last man to protect our home, you won't have to face him alone." Pan's statement was said with conviction, if she had to choose between enslavement and going down fighting she would always choose the latter. _If it's even possible that is,_ she kept this thought to herself however.

"In my youth I called to war…" The regret had not left him but he seemed comforted somewhat by the other's presence, offering an appreciative expression toward them.

"Wisdom and experience can come only with time, and who said war was inevitable." Pan knew this and she like Thor had had to be shown this path through mistakes and a good look at the people they had once been.

"Not inevitable, but just wait." Fury's entrance was sudden causing them all to look in his direction his reply to her comment grated on her a little but he was most likely right. "You think you can make Loki tell us where the teseract is?"

"I do not know, Loki's mind is far afield it's not just power he craves it's vengeance, upon me. There's no pain that would prize his need from him." Thor seemed very sure of this and Pan would trust his judgement in the matter, however there was only so much that the body and mind could take.

"Alotta guys think that till the pain starts." Fury said this knowingly as he made his way down the steps to where the three of them were standing.

"What are you asking me to do?" Thor replied understand exactly what fury wanted and not seeming too happy about it.

"I'm asking what are you prepared to do?" The Director never seemed to ask his questions directly. But Fury asking this of Thor was a step too far in her opinion, Thor would most likely refuse him and with the Black Widow interrogating Loki now with all her skills Thor shouldn't be needed.

"Loki is a prisoner." He didn't seem to understand the situation, _obviously believes that we can contain his brother indefinitely, how naïve _Pan thought this with a small frown. She knew too well from her short time with the mischievous God that he would leave when it pleased him.

"You know he's the only one who wants to be on this damn ship, right?" Pan interrupted with a scoff. Thor turned to her with a scowl uncomfortable with the implication perhaps, shaking his head he turned and moved away leaving the three SHIELD members to watch him go. So with one last glance from her friend to her boss Pan turned in the other direction meaning to leave the bridge and continue her tour of the ship.

Fury caused he to pause with one last sentence that held so many meanings, "What are _you_ prepared to do Pan? When the time comes." Looking back at him over her shoulder she gave him the truth as she stared him straight in the eye.

"Anything." With this said she turned once more breaking the eye contact and left the other's to their own devices, there was somewhere she wanted to be and answers that she was itching to receive.


	6. Chapter 6

A/N: Wow, I feel SO guilty. I said that I would finish this story and I still plan to but that's no excuse for me taking such a long break. All I can say is that I'm sorry, but here's chapter six that I hope you enjoy I've been sitting on this one for a while as I wasn't happy with it but the lovely reviews I've received lately have kicked me out of my writers block so thank you. If you have any thoughts on the chapter or the story in general don't hesitate to review, I love to hear form you guys.

Disclaimer: I of course own nothing (apart from Pan), if I did Loki would be considerably less clothed ;)

* * *

The corridors were void of people as Pan made her way to her destination. The only sounds to be heard were the hum of the powerful fan engines keeping them in the air and her own footsteps. Glad of the lack of human presence to witness the direction in which she was heading Pan pushed to the back of her mind the meeting that was about to occur. _Why am I doing this? I should know to leave well enough alone by now _these thoughts did nothing to stop the movement of her body as she continued on her path. It was true though she shouldn't meddle in this, it would only end badly as her luck always ran out at the most inopportune moments. But she was not going in unprepared Pan made a slight detour from her original course heading quickly to her quarters.

Everything was how she had left it just hours before even the discarded uniform was still there in the corner of the room. Her bed lay untouched opposite the door reminding her that sleep would catch up to her eventually. Ignoring this she headed for the wardrobe, which fitted neatly into the metal wall at the end of the military bed, she opened the doors and reaching inside. The box that she retrieved was long and slender, made from an expensive quality wood very much unlike the rest of her possessions. Pan always wondered whether she should change this case to a more protective one but sentimentality stopped her.

In a fluid movement she placed the box on the end of her bed kneeling gently in front of it and with a quick snapping sound the clasps came undone. Lifting the lid Pan smiled at the precious case's inside, as there lay a perfectly crafted katana. Fitted into a black leather handle and matching black circular guard it was a truly beautiful weapon and deadly too. Pan lifted her weapon from its resting place feeling it's weight in her hand. _Perfect as always_ she thought the smile never leaving her lips. Quickly grabbing the sheath from its own place in the box she slid the sword home with a sigh and wound the attached belt around her hips so the length of the sword lay across her backside.

Finally feeling more comfortable Pan stashed the now empty case and left the room making sure no one was in the hall to see her go. As normal as it was for her to carry a weapon around whilst on board the helicarrier it would do her no favours to be seen now, especially with where she was headed.

Feeling the adrenaline start to run through her veins once more she focused on controlling her emotions, it would be bad to give away everything she was thinking. Pausing in her thoughts for a moment she closed her eyes and took a deep breath, just as the soft sound of footsteps came to her attention. Ducking into a corridor off to her left she flattened her back against the wall, _I know those footsteps_ with this thought came a frown and she moved further into the corridor so as not to be seen. Thanking the powers that be for her sensitive hearing and quick reflexes Pan stayed extremely still as a very familiar red headed, cat suit wearing assassin walked past her. After holding her breath for longer than was most likely necessary, one couldn't be too careful with Black Widow, she finally relaxed once more entering the corridor and continuing on her way.

Of course she wouldn't be able to waltz straight up to the prison rooms' front door too many annoying questions lay in wait there. So Pan changed her course just slightly, deciding that the air duct she had used before would be much more effective in hiding her intentions. It didn't take too long for her to reach the entrance and swing up into the vent without meeting anyone else on the way. Surprisingly she felt calm when she arrived at the cage room. However as she checked to make sure the coast was clear her eyes instantly locked onto its' sole inhabitant. Sat facing just off to her left she could see his features clearly and once again she was able to admire him. It was hard to believe that in front of her sat Loki, shaking her head of the distraction she quietly pried the vent grating loose, opening it so she could slip through before replacing it. After dropping to the floor she felt an extremely strong sense of Déjà vu, slowly rising to her feet she turned to face the man she was so curious to talk to.

He had instantly noticed her presence and was now staring at her intently. His posture was perfect; back straight, hands on his knees and smirk firmly in place. As Pan came to stand opposite him at the door to his cage she began to feel awkward, _Perhaps this wasn't such a great idea… of course it wasn't! _ Her mind battled silently with itself as he continued to just stare at her, taking in her appearance. So she stood perfectly still, showing him nothing and holding her ground in this war of wills.

He stood smoothly causing her to break their connection as she shifted back, this did not go unnoticed of course gaining her a subtle but rich chuckle.

"Couldn't stay away? And returning once again without the permission of you master, tut tut." His words were smooth and soft, the reprimand said in such a way to make her shiver slightly. He moved forward with calculated steps his hand resting neatly behind his back. "Still no words? If not for our early conversation I would believe you a mute, such a shame it was cut short… _Pandora_." As he spoke her name he reached the door to the cell ever so close to her but for the reinforced glass between them.

"I told you before I don't have a master." Pan internally kicked herself, was that all she could come up with? Well when faced with this man apparently so, just the way he spoke her name was enough to leave her speechless and she wanted to know why? How he was able to do that?

"Oh really? That's not what agent Barton implied. The lonely mercenary without a home," He drawled his eyes piercing though her, staring straight into her soul. "Fury's pet that always coming when he calls, you're more caged than I am." Pan could only stare back as his words washed over her, they were true of course and she knew they were. Her face stayed neutral though as she continued to take his gaze.

"That depends on how you look at it because I'm out here and you're in there." Her response was stating the obvious, she quickly cocked her head to one side observing once more, his stance was relaxed _He still wants to be here, he's in complete control_. Taking a daring step forward she carried on "How is it you plan to escape with all of the Avengers and SHIELD agents on this ship no less?"

A familiar smirk flashed across his face again as he replied vaguely "Why don't you stay and keep me company whilst I wait?" Pan frowned at this remark, it made her feel even more uneasy, similar to the feeling in the air as a storm is about to unleash its power onto the earth.

"I am curious as to your purpose in Fury's little group. Are you merely here as his dog for him to show off as he pleases?" Loki's questions were starting to get to her but Pan could tell he was genuinely curious, _I wonder how much he knows_.

"I'm here to keep my eye on people like you." with this reply her right hand moved to rest upon the hilt of her blade.

This action brought yet another chuckle from the god "I'm sure you are, but I wonder if you ever do anything more than watch men like me?" Pan's eyes widened slightly at the implications of his words. She didn't have too long to think on them however as she felt a tremor run through the deck beneath her feet, something was wrong.

Moving her attention away from Loki for a moment she moved her hand to her ear piece "Fury what's going on up there?... Fury?" for a few seconds no reply came through until. "Turbine three is out some kind of explosion, they're here for Loki. Get to the detention area and stop anyone who tries to get through." He seemed out of breath but his tone betrayed his annoyance at the situation.

Looking over once more at Loki she answered quickly "Understood sir I'm already here, if he tries anything I'll cut him in half." Ending the transmission she turned back toward the prisoner drawing her sword, they would arrive soon and she wanted to be ready. "How about I wait with you and keep you company." This once again brought a smile to Loki's lips he seemed quite pleased with her continued presence though he made no comment on her actions, he merely returned to his seat at the back of his cell.

xxxxx

It seemed like a lifetime that she waited pacing silently in-front of the cage keeping her eyes trained both on the captive God who sat patiently and the door through which the enemy could come through at any moment. She had no idea what was happening on the rest of the ship until a resounding roar reached her "Oh no… Banner." Glancing toward her prisoner she saw him smile with what could only be described as evil glee "So this is what you planned, wait for them to stick the Hulk in a flying box and then set him off, figures."

"What better way to eliminate Earths defences than to have your band of 'Heroes' do it for me." he spoke with pride and Pan could give no reply for she would have done the same had she been in his position. Returning to her pacing Pan silently prayed that the Hulk wouldn't reach them but that was the least of her worries as minutes later the deck beneath her feet began to shift slightly, one of the other turbines was gone, this deep into the ship anyone else wouldn't have noticed but she could feel it. She suddenly felt slightly useless standing there doing nothing to help, but she soon shook this thought off _someone needs to stop them getting to him_.

The next set of events happened so fast Pan would have to replay them in her mind to make sense of it. One moment Loki was in his cell and the next he appeared to be right in front of her she moved quickly to defend herself, too late did she notice the soldier come through the door behind her. She was unable to turn fast enough as the bullets cut through her back, the pain flaring from the entry wounds as Pan stared up into Loki's eyes they held a slight sheen of regret as his hand caressed her cheek.

"Such a waste" this image then disappeared and Pan was left looking through the glass into the true Loki's gaze bright green, burning with fire ready for his escape. The moment didn't last as she soon found herself face down on the grating of the floor unable to move, the wounds on her back bleeding gently through her shirt.

Still conscious she heard the soldier approach her and could do nothing as he rolled her over and out of the way, _Damn he must have hit my spine somewhere_. She could only lie on the floor incapacitated and helpless, watching as the intruder opened the cage door letting Loki free into the world.

"NO!" A cry came from the doorway as Thor ran past her straight for his brother, to her complete surprise Loki seemed to disappear for a moment letting Thor pass through him into the cage. _Another illusion!_ Her mind shouted as the door to Hulk's cell shut behind the God of Thunder.

"Are you ever not going to fall for that?" Loki seemed truly bemused at his brother's rash actions as he stood regally where she had been only moments before. Pan was less surprised when Thor raised his hammer toward the glass cracking it with his blow, the mechanisms holding the cage in place dropping slightly as a warning. Her mind screamed at him to stop as she furiously tried to move her body, she could feel her back muscles slowly begin to push the bullets from her flesh _not fast enough_. Thor only then seemed to notice her lying unmoving on her back a sad expression flitting across his face to swiftly be replaced with anger.

"Ohhh," Loki raised his hands stepping away from his trapped brother and toward the controls that would allow him to drop the hero turned prisoner out of the helicarrier to the ground below, "The humans think us immortal, should we test that?" His question dripped with joy as he prepared to 'kill' the other God.

A sound of pain and the soldier dropping to the ground was a sudden interruption as the man's body joined her on the floor, "Move away please" _Coulson! _Pan cried out in her mind as she watched the agent step forward carrying what could only be described as a really BIG gun. She wanted to yell at him, warn him, anything! He wasn't a match for the magic wielding maniac he now faced. He glanced in her direction taking in her prone form behind Loki then returning his gaze back to the enemy at hand, he knew she would be fine. Determined to help her friend Pan tried harder to move, her fingers were the only thing that obeyed her commands, _Damn it!_

"You like this? We started working on the prototype after you sent the destroyer," From what Pan could tell from his stance Loki seemed truly worried but she knew that he was acting "Even I don't know what it does. You want to find out?" Coulson turned on the weapon he held readying it to fire.

His shout of pain and the sound of metal cutting through human flesh echoed through the room as her mind screamed out, the Loki in front of her quickly disappearing. "NOO!" Thor's shout was filled with anguish this time as he pressed his hand to the glass desperate to stop what was unfolded before their eyes. Pan could merely watch as Loki stabbed her closest friend in the back the blood spreading across the front of his shirt as he fell to the ground against the wall.

_No, no, no, no! _the resounding thought going through her mind as she struggled even harder to regain movement, anger fuelling her body. Her friend lay panting on the floor his life draining away, whilst the bullets finally left her body falling through the grating to the level below and still she could only watch as Loki smugly wondered back over to the controls meeting Thor's glare head on. Opening the hatch beneath them the wind whistled through the room. Loki looked back over to his brother with his hand hovering over the button that would send him hurtling downwards. Pan felt it the moment her body was back under control but it was a few moments to late as Loki pressed the console and the cage dropped suddenly out of the bottom of the Helicarrier. He turned away from the console with an air of finality his job here was done, "You're going to lose." Loki turned back toward the fallen agent as Coulson called out to him.

In that moment Pan leapt up grabbing her sword and swinging it sharply a Loki's head, anger made her movements faster so she was able to catch him by surprise. He managed to deflect her attack with his sceptre, but she came at him again fluidly moving in to slice his abdomen. Even surprised however Loki parried her blow and returned with one of his own forcing Pan to step back.

"What are you?" He asked confusion gracing his angular features, as he tried to understand how she had survived the original attack.

"I'm the next stage in human evolution." Was Pan's reply as she looked at him in the manner a lioness would her prey. She could feel her blood pumping through her veins as the excitement for the fight made her heart beat faster.

"Well no matter what you are, you will be mine." As he uttered these words she stepped forward only to be caught as his sceptre touched her chest just over her heart. It was an odd feeling that ran through her body. A cold feeling slowly encroaching into her mind and she could feel him there whispering to let go, to kneel to his will. _No! _Her mind shouted out as she fought him and his power. Unsure how she managed to regain control, Pan would later look back and speculate that something to do with her mutation. At that moment though all she knew was that she had won as she stumbled to one knee watching yet another look of surprise flit across the God's face.

The sound of energy building up caused Loki to turn from her as a ball of heat and flame shot toward him. Pan covered her face with her left are as he was propelled backwards through the metal wall behind them and out of her way. "So that's what it does." Coulson's words had Pan up in seconds and at her fallen friends' side.

"Heh, nice timing not sure I wanted to get stabbed or shot again." She thanked him whilst inspecting his wounds, hissing at their severity she knew that there was one option if she wanted to save his life.

"How did you…" Coulson half asked whilst struggling to breath, before she shushed him, _stop him controlling you? _Pan finished off in her head _I don't know_. Out loud she said "Don't talk you need to save your strength." He merely smiled weakly at that and she knew what was going through his head he thought he was going to die. _Not on my watch you won't!_ With a rapidly beating heart she reached into the pouch on the side of her belt fishing out a needle and syringe, trying to hide the worry she felt.

Uncapping the needle and pressing the plunger all the way in Pan hurriedly rolled up her sleeve and pressed the sharp tip into her skin. Feeling Coulson's eyes on her she glanced up and met his gaze and with a small smile she began to draw as much blood as she could whilst making sure her body didn't stop the process. With enough blood taken she withdrew the needle from her arm and moved closer to her friend. Struggling to roll his sleeve up past his elbow she awkwardly joked "It's a good thing you're the same blood type as me, otherwise this wouldn't have a hope of working." Looking one more time into her friend's eyes for reassurance she swiftly slid the needle into his arm and pushed the plunger steadily down until the syringe was empty.

Her job done she tore off some of her now ripped t-shirt to wrap around his arm, she glanced at the messy chest wound with a frown. _Not much else I can do for that_ she thought just hoping that the healing process started and did so quickly. Her friend turned patient was now unconscious and she felt another wave of worry wash through her. Gently touching his cheek she sent out a quick prayer for him before standing again. Picking up her discarded weapon, she pressed her other hand to her earpiece "I need an emergency medical team to the detainment room, Agent down." The words felt heavy as they left her mouth, knowing that the others would be horrified to hear them.

Suddenly Pan's vision went black and she stumbled forward away from the downed agent, her right hand flying out to catch herself against the wall. The image that flashed across in front of her eyes next shocked Pan to the core. For there was Loki striding across the top deck of the Helicarrier to a waiting jet, coat billowing out behind him and sceptre in hand. As soon as the image had torn through her mind it was gone leaving nothing but an uncomfortable feeling at the back of her thoughts. Straightening Pan shook herself to get rid of the feeling, knowing what she needed to do. Fury's previous words came to the forefront of her thoughts _"What are you prepared to do?"_

"Anything" this was spoken to the empty room and with new conviction Pan strode to the hole through which Loki had been thrown. She turned back to glance at her friend for a second a melancholy feeling creeping up her spine. But she hurriedly turned and stepped through the shredded metal, breaking out into a run. _If I'm fast enough I can catch up with him_, she thought determined to stop the so called God who had tried to kill her friend and had jettisoned his own brother out of the helicarrier. _Or maybe you want to join him?_ a small, sultry voice whispered in the back of her mind, one that did not sound like her own.


End file.
